TORONTO, ONTARIO - (Market Wire - March 25, 2008) - Hollinger Inc. ( “Hollinger”) (TSX: HLG.C) (TSX: HLG.PR.B) announced today that in a subdivision agreement ( “Settlement Agreement “) with Sun-Times Media Group, Inc. (” Sun-Times “). Hollinger has an approximate 70% of voting rights and 19.7% share of the Sun-Times. order to be effective,” Agreement is subject to the approval of the accounts by the Ontario Superior Court of Justice ( “Ontario Court”), and the United States Bankruptcy Court for the District of Delaware ( “Delaware Court”) (collectively, “Court Approval”).
Hollinger and its subsidiaries, Sugra Ltd and 4322525 Canada Inc. (collectively the “Applicants”) are currently the subject of proceedings in Canada, creditors of the company, accounting Arrangement Act (Canada) ( “CCAA”) and the United States Chapter 15 of the US Bankruptcy Code. The agreement is part of an amended plan should Termsheet be filed by the plaintiffs, the Court of Justice of Ontario on March 26, 2008 ( “term sheet”) for emergency aid is related to the research CCAA its procedures, the consultation provided by the Ontario Court April 22-23, 2008. By comparison, the agreement provides for the settlement of all outstanding issues between the plaintiff and the Sun-Times and could form the basis for a plan of the agreement (the “CCAA”), which can be arranged by Applicants in the CCAA. All creditors of the candidates have a chance to vote on each CCAA plan could be introduced only if the rights of creditors have been filed in accordance with the process says that candidates must be requested began immediately after the approval of jurisdiction. If a plan is ready CCAA, by the plaintiffs and approval by the applicant, creditors, other permission from the Ontario court and the Delaware Court sought and that the CCAA implementation plan, as soon as possible after that authorization (the “implementation plan”). The settlement between Sun-Times and the applicant is not subject to Implementation Plan.
The main provisions of the proposed convention, as they relate to the conduct of the outstanding issues between Sun-Times and the applicant are described below.
Prices for the conservation Hollinger-voting control of the Sun-Times
Hollinger owns, directly or indirectly, a total of 782923 Class A Common Stock of Sun-Times ( “Class A-share”) and 14990000 Class B Common Stock of Sun-Times “(” Class B shares “). Through the diversity of Nature-voting Class B shares, applicants must have control over the voting Sun-Times. Upon approval of the Court of Justice, the Court of Auditors and forwards Ontario allows candidates Sun-Times and all other stakeholders to take the necessary steps to convert all these classes B-share in the Class A limit on-line. Subject to the CCAA plan accepted by majorities required for candidates “creditors, the implementation plan, Sun-Times and Hollinger to provide additional 1499000 shares of Class A Hollinger, for a total of 16489000 Class A Shares converted to Class B share (a rate of changes 1.1:1). If the plan is rejected CCAA, Hollinger, only 14990000 Class A shares, the transformation of their class-B-shares, which corresponds to a conversion of 1:1. If Hollinger gets 14990000 or 16489000 Class A, the control of his voting Sun-Times, are eliminated.
Termination of all claims and management processes between Hollinger and Sun-Times
Hollinger is Release Sun-Times, the Sun-Times and Hollinger publish, by all applications, claims and disputes between the parties, save and except for certain amounts claimed by Sun-Times, Hollinger against, Regarding: (i) a ticket order by 4322525 Canada Inc. for the benefit of Sun-Times, at the height of US $ 40.5 million, (ii) the rights of current and future Sun-Times against Hollinger contribution to the ‘compensation and now a ceiling of US $ 28.6 million., and (iii) a claim in respect of an aircraft leasing municipal seized previously, both sides, amounting to EUR 1, 3 million (collectively, the “Sun-Times allows Claims”). The Sun-Times claims can be accepted by those seeking a validity of claims for a total of approximately US $ 70 million. Only the Sun-Times Claims permit is being deposited, as other unsecured debts by Sun-Times, the candidate to its rights in the courts and supervised the process of restoring Sun-Times for the Sun-Times claims is authorized to US $ 15 million. However, under the Settlement Agreement, Sun-Times get US $ 7.5 million in distributions with respect to the Sun-Times Claims allowed, 50% of all subsequent distributions will be provided by Sun-Times, the candidates to use D others, subject to approval by the Court of Ontario at that time, in the exercise of certain litigation claims by the plaintiffs. In addition, the distributions that, failing that, by Sun-Times “, in relation to the Sun-Times allows claims of more than $ 15 million for candidates for the well-being of the plaintiffs’ other unsecured creditors.
